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TMX Group Inc. Comments on Maple Announcement
Continues to recommend agreed merger with London Stock Exchange
Group
May 26, 2011 (TORONTO) TMX Group Inc. acknowledges the
announcement made by MapleAcquisition Group Corporation (Maple) on
May 25, 2011 regarding its intention to initiate aunilateral offer
to acquire TMX Group.
On May 20, 2011, the TMX Group Board of Directors concluded
that, under the terms of themerger agreement (Section 5.8) with
London Stock Exchange Group (LSEG), the Mapleproposal did not
constitute a superior proposal, nor could it reasonably be expected
to result ina superior proposal.
In communicating this decision, the TMX Group Board clearly laid
out the factors taken intoconsideration. Given that there were no
changes communicated in Maples press release fromyesterday, TMX
Group continues to be prohibited by the merger agreement from
anydiscussions with Maple or its advisors. The Board will review
and respond to the formal Mapleoffer if and when it has been
made.
Additionally, TMX Group has not, as reported by Maple,
accelerated the date of its shareholdervote. As stated and required
by the merger agreement with LSEG (Section 2.3), TMX Groupobtained
an interim order yesterday from the Ontario Superior Court of
Justice to call a specialmeeting of holders of common shares of TMX
Group on June 30, 2011 to approve the plan ofarrangement regarding
the proposed merger with LSEG. This follows previously
outlinedprocess and timetables.
As stated in its May 20, 2011 press release, TMX Group entered
into the merger with LSEG asthe best path forward for TMX Group,
its shareholders and stakeholders. The merger providesthe
opportunity for TMX Group and its shareholders to participate in
the creation and on-goinggrowth of a new, globally competitive
exchange group, with several important benefits expectedfor
stakeholders, including:
The acceleration of TMX Group's growth plans. Preservation of
TMX Group's businesses in Canada, particularly its regulatory
advantages and its deep know-how and world leading capabilities
in resource and smalland medium enterprises.
Opportunities for Canadians to play a meaningful role in
building a global leader in theexchange sector.
An improved ability to attract new foreign investment to Canada
and to facilitate accessto the world's largest international
capital pool for Canadian issuers of all sizes.
An opportunity to achieve global leadership in derivatives
trading and clearing, includingthrough the continued development of
leading-edge technology.
The ability to market Canadian trading technology leadership to
exchange operators andbusinesses around the world.
A strengthening of Canada's brand and leadership on the world
stage.
More information on the proposed merger with LSEG can be found
at www.TMX.com/merger
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About TMX Group (TSX-X)
TMX Group's key subsidiaries operate cash and derivative markets
for multiple asset classesincluding equities, fixed income and
energy. Toronto Stock Exchange, TSX Venture Exchange,Montreal
Exchange, Canadian Derivatives Clearing Corporation, Natural Gas
Exchange, BostonOptions Exchange (BOX), Shorcan, Shorcan Energy,
Equicom and other TMX Groupcompanies provide listing markets,
trading markets, clearing facilities, data products and
otherservices to the global financial community. TMX Group is
headquartered in Toronto andoperates offices across Canada
(Montreal, Calgary and Vancouver), in key U.S. markets(Houston,
Boston and Chicago) as well as in London. For more information
about TMX Group,visit our website at www.tmx.com.
For more information please contact:
Carolyn QuickDirector, Corporate CommunicationsTMX
[email protected]
